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Square Four Projects India Ltd Directors Report

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Jul 12, 2024|03:49:00 PM

Square Four Projects India Ltd Share Price directors Report

Dear Members,

The Directors have pleasure in submitting their 29th Annual Report together with the Audited Statement of Account for the year ended March 31, 2021.

Financial Performance:

The Companys financial performance for the year ended 31st March, 2021 is summarized below:

(a) Standalone

(Rs. In Lakhs)

Financial Result

Year Ended 31.03.2021

Year Ended 31.03.2020

Total Revenue 249.68 20.17
Profit /(Loss) Before Tax 65.24 3.91
Profit /(Loss) After Tax 65.25 2.57
EPS 0.67 0.03

(b) Consolidated

(Rs. In Lakhs)

Financial Result

Year Ended 31.03.2021

Year Ended 31.03.2020

Total Revenue 1 242.02 13.42
Profit /(Loss) Before Tax 57.31 (10.33)
Profit /(Loss) A fter Tax 57.32 (11.68).
EPS 0.58 (0.12)

Operating & Financial Performance

During the year, the total revenue from operations of your Company increased from Rs. 20.17 lakhsto Rs. 249.68 lakhs. For FY2021, your Companys profit/Loss after tax stood at Rs. 65.25 lakhs vis-a-vis Rs. 2.571akhs in the previous year.

Impact of covid-19

COVID-19 pandemic has impacted the business affairs of the Company. However, the Company has tried its best to negate the effect of several lock downs, discontinuation of the operations and business functioning of the company by adopting best of business policies and has taken all efforts to normalize the smoothness of business activities.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company occurring between March 31,2021 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has one Wholly Owned subsidiary namely (1) BRC Construction Co. Pvt. Ltd. The consolidated accounts of the Company alongwith the subsidiary are being disclosed in the financial Statement of the Company and are forming a part of the financial Statement and the particulars are given vide form AOC-1 enclosed with the report and marked as Annexure -I. The performances of the subsidiary Company as mentioned therein are self explanatory.

Dividend

Ihe Board of Directors regrets their inability to recommend any dividend for the financial year under report.

Share Capital

The paid up Equity Share Capital as on March 31, 2021 was Rs. 9,80,89,000/-. During the year under review the company has not issued any shares or any convertible instruments.

Management Discussion and Analysis:

Industry Structure & Developments, Opportunities & Threats. Outlook

Real estate development business is a large industry and major shaper of the built environment whose structure has implications for the form and structure of cities. Real estate development, or property development, is a multifaceted business. Hence, it will also effect the growth of the company in the coming years. Real estate sector has witnessed high growth in recent times.

Segment wise performance

. The Company is engaged in the real estate business activity only. Accordingly, the Company is a single business segment company and hence segment wise reporting is not applicable.

Internal Financial Control

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Companys Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Companys website at www.squarefourgroup.in

Risk Management

The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted Risk Management policy and implemented for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Directors / Key Managerial Personnel (KMP)

In accordance with the provisions of Companies Act, 2013 Mr. Ganesh Kumar Singhania (DIN: 01248747), Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Mr. Sadashivan Arjun Swamy (PAN: BTJPS3329B) has resigned as Chief Financial Officer of the Company w.e.f. 11.01.2021.

Mr. Ajay Kumar Yadav (PAN: AHNPY4605K) has been appointed as Chief Financial Officer of the Company w.e.f. 11.01.2021.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companys website: wwvv.squarefourgroup.in All the Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

Declaration by Independent Directors

All Independent Directors of your Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. The Board also hereby confirms that in its opinion, the Independent Directors of the Company fulfil the conditions / criteria specified under the Act and SEBI (LODR) Regulations, 2015, as amended, and also are independent of the management. The Independent Directors have also registered themselves in the databank with the Institute of Corporate Affairs of India as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 20.04.2021. The independent directors meeting in term of Schedule IV to the companies Act, 2013 was held on 31.12.2020.

Annual Evaluation of Boards Performance

The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. Whereas, the performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

At the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated.

Meetings of Board and Committees

Board Meetings

During the financial year 2020-2021, the Board met 8 times on 30.06.2020, 18.08.2020,

15.09.2020.11.11.2020, 30.11.2020,11.01.2021, 14.01.2021 and 13.02.2021.

Audit Committee Meetings

During the financial year 2020-2021, the Committee met 4 times on 30.06.2020, 15.09.2020,

11.11.2020 and 13.02.2021.

Nomination and Remuneration Committee Meetings

During the financial year 2020-2021, the Committee met once on 11.01.2021.

Stakeholders Relationship Committee Meetings

During the financial year 2020-2021, the Committee met once on 31.03.2021.

Meeting of Independent Directors

During the financial year under review the Independent Directors of the Company met on

31.12.2020.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2021 and state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related party transactions in accordance with provisions of Section 188 of the Companies Act, 2013 and as identified by Management and auditors are disclosed in Form AOC-2 vide Annexure-11.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.squarefourgroup.in. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Ganesh Kumar Singhania - Managing Director

b) Mr. Sadashivan Arjun Swamy - CFO (Resigned w.e.f. 11.01.2021) d) Mr. Ajay Kumar Yadav - CFO (Appointed w.e.f. 11.01.2021)

d) Ms. Sneha Saraswat- Company Secretary

Corporate Governance

Corporate Governance is not applicable to the Company in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

The Audit Committee comprises of the following Directors as on 31.03.2021:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs, Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors as on 31.03.2021:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoom Member Independent Director
Mr. Sanjay Kumar Jha Member Director

The Companys Remuneration Policy is available on the Companys website www.squarefoureroup.in and is attached as Annexure -III and forms part of this Report of the Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors as on

31.03.2021:

Name Status Category
Mr. Jai Kumar Sharma Chairman Independent Director
Mrs. Shabana Anjoonr Member Independent Director
Mr. Sanjay Kumar Jha Member Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy which is available on the Companys website www.squarefourgroup.in

Corporate Social Responsibility

The. provision of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange (BSE Ltd.). The Companys shares are compulsorily traded in the materialized form. The ISIN number allotted is INE 716K01012. Shares of the Company were also listed with Hyderabad and Ahmedabad Stock Exchanges. However, these stock exchanges stand de-recognized by the SEBI as on date.

Audit and Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. Spark & Associates, Chartered Accountants, (Firm Registration No.- 005313C),was appointed as the Auditors of the Company from conclusion of the 28thAGM until conclusion of the 33rd AGM of the Company scheduled to be held in the year 2025.

The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139 of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement for ratification of Auditors appointment at every AGM has been done away. Therefore, the requirement of ratifying the appointment of M/s. Spark & Associates., as the Auditors of the . Company at the every AGM does not arise.

Your Company has received a certificate from M/s. Spark & Associates., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33of the Listing Regulations.

The Auditors Report on the financial statements for the financial year 2020-2021 does not contain any modified opinion or adverse remarks.

Secretarial Audit

A Secretarial Audit was conducted during the year by Mr. Asit Kumar Labh, Practicing Company Secretary (C.P.No. - 14664) in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure-IV and forms a part of this Report of the Directors.There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Internal Audit

Mr. Ajay Kumar Yadav performs the duties of internal auditors of the company and his report is reviewed by the audit committee from time to time.

Deposits

The Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013.

Loans, guarantees and investments

The particulars of loans guarantees and investments made in securities under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 has been provided in the financial statements of the Company.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 your company has to report that:

a) Your Company has neither carried out any Research and Development Work nor spent any amount on it.

b) There were no foreign exchange earnings or outgo.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Proviso under Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended, the Annual Return is available on the Companys website at www.squarefourgroup.in and may be accessed through the following web-link:

http://www.squarefourgroup.in/Essen_Docoments/MGT-7-%20SQUARE%20FOUR_2020_2021.pdf

Particulars of Employees

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, regarding employees is given in Annexure-V forming part of the Directors Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fraud

There has been no report of any cases of fraud in the company.

Cost Audit and Cost Records

The provisions of the Act in relation to cost audit and maintaining cost records are not applicable on your Company.

Sexual Harassment Policy

There were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year under report.

Secretarial Sta ndards

The Board of Directors hereby affirms that your Company has adhered to the Secretarial Standards as prescribed by the Institute of Company Secretaries of India during the financial year under report.

Other disclosures:

(a) the Company has not entered into any one time settlement proposal with any Bank or financial institution during the year.

(b) As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending as on 31.03.2021.

Acknowledgement

Your Directors acknowledge the continued support extended by the bankers, clients and employees of the Company.

For Square Four Projects India Limited On behalf of the Board

Ganesh kumar Singhsnia Managing Director DIN-01218747

Jai Kumar Sharma
Place: Kolkata (Director)
Date: 14.08.2021 DIN: 06879084

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